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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 6, 1998
KTI, INC.
(Exact name of Registrant as specified in Charter)
New Jersey 0-25490 22-2665282
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
7000 Boulevard East, Guttenberg, New Jersey 07093
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code- (201) 854-7777
Not Applicable
(Former name and former address, as changed since last report)
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ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS.
On May 6, 1998, KTI, Inc., a New Jersey corporation (the Company or the
Registrant) announced that it has signed a letter to acquire all of the
outstanding stock of FCR, Inc, a Delaware corporation ("FCR"), having its
headquarters in Charlotte, North Carolina. The purchase price consists of: (a)
1,714,285 shares of the Company's common stock; (b) $30,000,000 in cash; and (c)
an earnout of up to $30,000,000 to be paid in cash or stock, at the election of
the Company. If stock is issued in payment of the earnout, the number of shares
earned will be calculated at the higher of $23 per share or the then market
value of such shares, based on the average of closing sale price per share
during the ten trading days preceding the payment date.
The Company and FCR are currently preparing definitive documentation for
the transaction. The merger is contingent upon execution and delivery of such
documentation, compliance with the Hart Scott Rodino Antitrust Improvement Act,
the completion of due diligence by both sides and approval of the Boards of
Directors and Shareholders of both the Company and of FCR.
FCR is a national waste processing company, owning 26 plants in 12 states.
The plants operate in three businesses, material recovery facilities, cellulose
insulation and plastic recycling.
Eighteen of the plants are material recovery facilities, based in 10
states. These plants currently process materials at the rate of 650,000 tons of
recyclables per year. The Company's existing material recovery facilities
currently process material at the rate of 500,000 tons of recyclables per year.
Five of the plants are cellulose insulation plants, based in four states.
A sixth cellulose insulation plant is under construction. The cellulose
insulation plants operate under the name of U.S. Fiber, Inc.
The plastic recycling business operates three plastic recycling plants.
These plants currently process plastic at the rate of 50 million pounds per
year. The Company has a subsidiary in the plastic trading and brokerage
business, which presently trades plastic at the rate of 40 million pounds per
year.
Based on information provided by FCR, FCR had revenue of approximately
$17.6 million, $3.2 million in EBITDA and $900,000 in net income in the quarter
ended March 31, 1998.
It is expected that Paul Garrett, the Chief Executive Officer of FCR will
become the Vice Chairman of the Company's Board of Directors. He and one of the
current outside Directors of FCR's Board will become Directors of the Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits.
Exhibit Number Description
4.1 Letter of Intent dated April 17, 1998 by and
between KTI, Inc. and FCR, Inc.
4.2 News release dated May 6, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KTI, Inc.
(the Registrant)
Dated: May 6, 1998 By: /s/ Martin J. Sergi
-------------------------
Name: Martin J. Sergi
Title: President
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April 17, 1998
Mr. Paul A. Garrett
Chief Executive Officer
FCR, Inc.
809 West Hill Street
Charlotte, North Carolina 28208
Dear Paul:
I am pleased to confirm our agreement in principle with you in regard
to the proposed acquisition of FCR, Inc. (FCR) by KTI, Inc. (KTI) on the terms
and conditions set forth below, to be further refined in a subsequent definitive
purchase agreement.
KTI would acquire all of the outstanding FCR stock including any
convertible issues, options, or warrants in exchange for the purchase price. The
total purchase price is $60,000,000 (sixty million dollars) and an earnout of up
to an additional $30,000,000. The upfront $60,000,000 portion of the purchase
price will be paid as follows: $30 million in cash to be paid at the closing,
and $30 million to be paid in KTI stock. The number of KTI shares issued at
closing shall be 1,714,285. The stock will be unregistered but will have demand
and piggyback registration rights.
The earnout portion of the purchase price of up to $30 million will be
based on the annualized earnings before interest, taxes, depreciation and
amortization ("EBITDA") earned by FCR's operations during the third and fourth
quarter of 1998 (the "Earnout Period"). The third and fourth quarter of 1998
will include all new businesses currently under letter of intent and any other
new municipal contracts awarded to FCR during 1998. Any acquisitions made by
KTI/FCR after the closing of this transaction will be excluded from the earnout
calculations. You have represented to KTI that the 3rd and 4th quarters are
representative of FCR's general business activity and contain no unusual
seasonal trends (when compared to the 1st and 2nd quarters) which would distort
the annualization of the 3rd and 4th quarters.
KTI will make a payment (limited to the $30 million cap) in the form of
KTI common stock in an amount equal to 6.5 times the EBITDA earned by FCR's
operations for the Earnout Period, less the initial $60 million portion of the
purchase price and the outstanding debt of FCR at the calculation date, December
31,1998. The value of KTI shares to be used in determining the number of shares
of stock to be paid, shall be the average closing price of KTI shares for the 10
trading days prior to the end of the calendar year. In no case shall the value
used for purposes of this computation be less than $23.00 per share. Should KTI
stock be trading at a value of less than $18 per share an additional cash
payment will be made to FCR shareholders. The cash payment will be
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determined by taking the difference between the KTI per share market price and
$18 per share, and then multiplying said difference by the number of KTI shares
issued in connection with the earnout payment.
Counsel for FCR and KTI, Inc. will promptly prepare the definitive
written purchase agreement, other basic documents fulfilling the terms of this
agreement in principle, and such other filings, exhibits, schedules,
representations, warranties, terms and conditions as are customary in connection
with purchases of this type. You and other key members of FCR will be required
to enter into employment agreements and related covenants not to compete
covering FCR's current business activities and market areas. Upon the
acquisition of FCR, Paul Garrett will become the Vice Chairman and member of the
Board of Directors of KTI and be a member of KTI's executive committee
consisting of Paul Garrett, Ross Pirasteh, and Marty Sergi. Prior to closing the
definitive agreement, these three individuals will determine the management
structure of KTI and the related compensation levels, stock options, and
incentive compensation program for FCR management, reflective of their
responsibilities within the KTI management organization.
Both KTI and FCR will allow each others' officers, employees and
authorized representatives to have immediate and full access to all offices,
properties, books and records, and will fully cooperate with each other in order
to prepare the necessary documents promptly so that the transaction may be
closed on or before May 31, 1998. Both companies will cause all information
obtained in connection with this purchase to be treated in confidence.
On and after the date set forth on page one of this agreement in
principle, FCR and KTI will not, without the prior written consent of the other
party: (i) sell, assign, transfer, encumber, waste, alienate or otherwise
dispose of any assets which are intended to be purchased pursuant to this
agreement; (ii) increase the compensation of any key employees; (iii) engage in
any activities or transactions concerning said assets which are outside the
ordinary course of business as conducted on said date; or (iv) fail to maintain
its assets or the quality of service to its customers to the same extent to
which they have maintained to date.
It is further expressly understood by FCR that the consummation of the
transaction contemplated by this agreement in principle is subject to, among
other things, the execution of said mutually acceptable definitive written
purchase agreement, approval by the board of directors of both companies,
approval by such number of the shareholders and directors of FCR and KTI as may
be necessary under the applicable statutes and bylaws of FCR and KTI, receipt of
results satisfactory to both parties, in its reasonable discretion, from a
financial, operational and environmental review of both KTI and FCR,
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and receipt by both of all governmental approvals necessary to proceed with this
transaction. This letter of intent is also contingent upon the shareholders of
FCR agreeing to FCR management proposals regarding management loans, stock
options, bonuses and ultimate allocation of the earnout proceeds.
Neither KTI nor FCR is or will be obligated to any person for any
finder's fee in connection with the proposed purchase and, whether or not the
purchase is consummated, KTI and FCR each shall pay its own expenses (including
outside legal and accounting fees) incident to the negotiation, preparation of
the definitive written purchase agreement and any other documents prepared in
connection therewith and consummation of the purchase.
In consideration of the considerable expense to be incurred by KTI in
connection with the transaction contemplated by this agreement in principle,
neither FCR nor you will engage in any negotiation with another person or entity
regarding the sale of FCR for a period of ninety days from the date of execution
set forth below.
If you agree in principle with the terms as stated herein, please sign
in the space below on one of the duplicate originals provided and return it to
KTI by April 21, 1998.
KTI, Inc.
By: /s/ Ross Pirasteh
____________________
Name: Ross Pirasteh
Title: Chairman of the Board
Agreed to in principle this
17th day of April, 1998
FCR, Inc.
______________________________
("Seller")
By: /s/ Paul A. Garrett
_________________________________
Name: Paul A. Garrett
_________________________________
Title: CEO
_________________________________
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[KTI, INC. LETTERHEAD]
NEWS RELEASE
FOR IMMEDIATE RELEASE
KTI TO ACQUIRE FCR, INC., A NATIONAL WASTE PROCESSING FIRM
WITH 26 PLANTS IN 14 STATES.
KEY BANK TO PROVIDE $150 MILLION ACQUISITION LINE.
GUTTENBERG, N.J. (MAY 6, 1998) -- KTI, Inc. (Nasdaq: KTIE) announced
today that it has signed a letter of intent to acquire all the outstanding
stock of FCR, Inc., a national waste processing firm based in Charlotte, N.C.
with 26 plants in 12 states organized around three business units: material
recovery facilities, cellulose insulation manufacturing and plastic recycling
plants. For the quarter ended March 31, 1998, FCR's three operating divisions
generated $17,632,558 in revenue, $3,237,869 in EBITDA and $917,678 in net
income. The company employs about 800 personnel. FCR's revenues are currently
running at an annual rate of $100 million.
The purchase price consists of (a) 1,714,285 shares of KTI stock; (b)
$30 million in cash; and (c) an earn-out provision of up to $30 million in
either cash or KTI stock with a floor price of $23 per share. The company and
FCR are currently preparing definitive documentation for the transaction. The
merger is contingent upon acquisition and delivery of such documentation,
necessary stockholder approvals and other customary legal requirements.
KTI also announced that Key Bank has agreed to provide an acquisition
line of credit for $150 million.
FCR's Recycling Division owns and/or operates 18 material recovery
facilities located in 10 states, which receive, sort, process and market
commingled materials under long-term contracts with municipalities and other
authorities. In 1998, the division is projected to process over 650,000 tons of
recyclables while KTI is expected to process some 500,000 tons in comparable
recyclables, excluding KTI's waste to energy and wood chip plants and marketing
divisions. During the past five years, FCR's recycling volume has had a
compounded annual growth rate of over 45%.
U.S. Fiber, Inc. FCR's Insulation Division, was created in May 1997
with the acquisition of cellulose insulation plants located in Rhonda, N.C. and
Tampa, Fl. During 1997, U.S. Fiber acquired additional plants located in
Delphos, Ohio and Portland, Ore. In January 1998, U.S. Fiber opened a newly
constructed manufacturing plant in Phoenix, Ariz. and currently has a plant
under construction in Dallas, Texas. These plants utilize waste paper as
feedstock and manufacture cellulose insulation material for sale to the
manufactured home industry and to insulation contractors.
FCR's third operating division is FCR Plastics, which was created in
September 1997 with the purchase of the assets of Resource Recycling, Inc., a
reprocessor of post consumer and post
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KTI, Inc.
industrial plastics in North Carolina. FCR Plastics has three plants processing
over 50 million pounds of recycled plastics a year. KTI currently operates a
plastics trading and brokerage operation, which is located in Annapolis, Md.,
and handles over 40 million pounds of recycled plastics a year.
In announcing the acquisition, Martin Sergi, president of KTI, said,
"The acquisition of FCR expands KTI's geographic reach and diversification and
builds on its integration objectives. This nearly doubles the size of our
company and also adds significant recycling assets. Through its U.S. Fiber and
FCR Plastics divisions, FCR provides further downside protection against price
volatility often associated with recycled materials. KTI is now poised to
provide waste-processing services not only to communities in our traditional
Northeast areas but also to municipalities in several other regions in the U.S.
In particular, we can now offer viable alternative solutions to national waste
management firms that have hauling and landfilling operations as their core
business and seek reliable alliances for their recycling needs. We expect the
acquisition to be accretive to earnings by the fourth quarter of 1998."
KTI Chairman Ross Pirasteh said, "We are delighted that as part of this
transaction, Paul Garrett joins our management team as vice chairman and a
member of the Executive Committee along with Marty and me while continuing in
his role as CEO of FCR. Paul is a dynamic executive with an outstanding record
of accomplishments. It has been an announced goal of ours for some time to find
ways to strengthen the top tier of our management structure. The addition of
Paul and his senior executives to our team is an important step forward in
meeting that need. We expect to unite KTI's existing business units which
operate in FCR's industries under Paul's leadership. We are also extremely
pleased that Key Bank is continuing to play a significant supporting role in
our growth strategy."
Garrett said, "The combination of KTI and FCR creates a strong and
important new force in America's recycling industry and provides us with new
resources to continue our growth through acquisition as well as through
constant internal improvement. I am delighted to be joining forces with the KTI
team as we work to build additional shareholder value."
* * *
KTI is a fully integrated waste management company whose core
reputation was established in the waste-to-energy sector. In addition to the
new FCR operations, KTI owns and operates two waste-to-energy facilities in
Maine: a biomass-to-energy plant in Florida, and wood processing operations in
Maine and Georgia. Collectively, these businesses handle in excess of 1,000,000
tons of material annually.
KTI also owns and operates major recycling facilities in Boston, Newark
and Chicago, holds a majority interest in America's only commercially
operational municipal waste ash recycling facility in Nashville, Tenn. and owns
a full-service environmental company based in Newington, N.H., a Maryland
company specializing in marketing post-industrial recycled plastics, a paper
and metals recycling company in Biddeford, Maine and a world wide secondary
fiber marketing company based in Portland, Ore.
For further information, contact Marty Sergi at KTI, Inc. (201)
854-7777 or Frank N. Hawkins, Jr. or Julie Marshall at Hawk Associates, Inc.
(305) 852-2383. Copies of KTI press releases, SEC filings, current price
quotes, stock charts, analysts' comments and other valuable information for
investors may be found on the website http://www.hawkassociates.com.
This release contains various forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 which represents the company's expectations or
beliefs concerning future events of the company's financial performance. These
forward looking statements are qualified by important factors that could cause
actual results to differ materially from those in the forward looking
statements. Results actually achieved may differ materially from expected
results included in these statements.
